These Sales Terms apply to the supply of all Goods and Services by the Company to the Applicant.
1. Purchase Orders
1.1 Ordering procedure
(a) Where the Applicant wishes to acquire Goods or Services, the
Applicant will send a Purchase Order to the Company.
(b) Each such Purchase Order forms an agreement between the parties
comprised of the Purchase Order and the terms of the Credit
Application incorporated by reference in them.
(c) The parties may enter into more than one Purchase Order and the
details in each Purchase Order only apply to the Goods or Services to
be provided under that Purchase Order.
To the extent of any inconsistency between any of the terms of the
Credit Application and the terms of any Purchase Order, the terms of
the Credit Application prevail for the purposes of that Purchase Order.
1.3 Terms of Purchase Orders
Each Purchase Order must contain:
(a) the quantity and description of the Goods or Services to be
(b) the price of the Goods or Services unless otherwise specified by
(c) details of any Progress Payments (if applicable);
(d) particulars of the proposed delivery of the Goods or Services,
including the Delivery Date and Supply Address;
(e) the name of the authorised representative of the Applicant making
the Purchase Order; and
(f) the Applicant's full name and, if relevant, CAN.
1.4 Variation of Purchase Orders
A Purchase Order may not be varied except with the written consent of
2.1 Price includes all costs except GST
The Price, unless otherwise agreed in writing, includes:
(a) delivery of the Goods or Services to the Supply Address;
(b) the cost of packaging;
(c) loading and insurance charges; and
(d) sales tax (where applicable),
but excludes GST.
(a) Terms defined in the GST Act have the same meaning in this clause
2.2 unless defined otherwise in clause 16.1.
(b) Unless expressly included, the consideration for any Supply under
or in connection with these Sales Terms does not include GST.
(c) To the extent that any Supply made under or in connection with
these Sales Terms is a Taxable Supply, the recipient must pay, in
addition to the consideration to be provided under these Sales Terms
for that Supply (unless it expressly includes GST), an amount equal to
the amount of that consideration (or its GST exclusive market value)
multiplied by the rate at which GST is imposed in respect of the
(d) The recovery of any amount in respect of GST by the Company under
these Sales Terms is subject to the issuing of a Tax Invoice or
3. Goods delivery
and passing of risk
(a) Delivery occurs and risk of Loss to Goods will pass to the
Applicant (Delivery) on the earlier of:
(i) collection of the Goods by the Applicant;
(ii) delivery of the Goods to the Applicant; and
(iii) delivery of the Goods by the Company to a carrier nominated by
the Applicant or arranged by the Company for the purpose of delivering
Goods to the Applicant.
(b) The Company is not liable for any failure in Delivery, including by
any date agreed in writing by the Company as the date for Delivery or
for delay in Delivery occasioned by any cause whatsoever, whether or
not beyond the control of the Company.
(c) The Company will use its reasonable endeavours to make Delivery in
accordance with the terms of a Purchase Order but will not be liable
for any failure to make Delivery in accordance with any particular
requirements of the Applicant.
(d) Failure to make Delivery of part or all of the Goods the subject of
a Purchase Order at any agreed Delivery time will not entitle the
Applicant to terminate the Purchase Order or to claim compensation of
(e) The Applicant may not reject Goods if Delivery is late.
4. Services terms
(a) The Applicant may request a Service Workshop Costing in relation to
Services to be provided by the Company.
(b) The Services performed in connection with a Service Workshop
Costing are performed subject to the terms of this Credit Application
and to the extent of any inconsistency between any of the terms of the
Credit Application and the terms of any Service Workshop Costing, the
terms of the Credit Application prevail.
(c) The Price estimate contained in a Service Workshop Costing:
(i) is an estimate only and may have been prepared by a visual
inspection of the Serviced Equipment only; and
(ii) is based, as applicable, on award rates, prices of material,
general factory costs, general overhead charges, insurance and exchange
rates, customs duties and other costs existing as at the date of the
Service Workshop Costing and any changes to such matters either before
acceptance or during progress of the Services are payable by the
Applicant in addition to the Price estimate set out in the Service
(d) The Applicant agrees that where the Company, following the
commencement of Services, considers that additional work, parts or
other materials are required for the Services which are not provided
for in the Service Workshop Costing, the Company may, in its absolute
discretion, cease providing the Services and request that the Applicant
accept a revised Service Workshop Costing in respect of the Services.
The Applicant acknowledges and agrees that it must make payment for any
Services performed by the Company prior to the issuance of the revised
Service Workshop Costing.
(e) The Applicant agrees that the Company is not liable or responsible
for any Loss suffered by the Applicant arising by, through or in
(i) the Company's repair of the Serviced Equipment;
(ii) any delay in the repair of the Serviced Equipment including due to
acts of god, war or strikes or lockout, or any other cause beyond the
Company's control or as a result of its inability to procure the parts
and other materials necessary for the purposes of the relevant
(iii) the increase in costs of material and/or labour.
5. Security Interests
5.1 Retention of title
- Goods supplied
(a) Notwithstanding that risk in Goods passes pursuant to clause
3, title to and ownership of Goods remains with the Company and does
not pass to the Applicant until all amounts owing by the Applicant to
the Company with respect to those Goods are paid in full.
(b) The Applicant acknowledges that until title to and ownership of
Goods passes to the Applicant, the Applicant is in possession of the
Goods for and on behalf of the Company as bailee.
(c) Subject to clause 5.1(e), until payment is made for Goods, the
Applicant shall store those Goods separately and in such a manner that
those Goods are clearly identified as the property of the Company.
(d) The Applicant grants to the Company an irrevocable licence to
enter any of the Applicant's premises, exercisable upon a
Termination Event, which licence to enter permits the Company by
its Personnel, at its sole option to enter the Applicant's premises
and repossess and remove all Goods on the premises for which title
has not passed to the Applicant. The Applicant consents to such
actions and agrees that the Company will not be liable for any Loss
suffered by the Applicant as a result of the Company taking such
(e) Until title to and ownership of the Goods passes to the
Applicant in accordance with this clause
3, the Applicant must not, without the written consent of the Company:
(i) grant or register, or permit to be granted or registered any
Security Interest over any of the Goods in favour of another person
which rank in priority to the Company's Security Interest in the Goods;
(ii) sell or dispose or give possession or control of the Goods to
5.2 Services lien
(a) The Applicant must, if requested by the Company, make full payment
for Services prior to the relevant Serviced Equipment leaving the
possession of the Company or on such further or other terms as the
Company may agree in writing.
(b) The Applicant agrees that the Company has a lien over, and may in
its absolute discretion, retain possession of any Serviced Equipment
until such time as all amounts which are owing by the Applicant to the
Company in connection with Services have been paid in full.
(c) If an Applicant has not confirmed the terms of a Service Workshop
Costing within one month from the date of that Service Workshop
Costing, then the Company may charge a rental fee to the Applicant for
the physical space occupied by the Serviced Equipment, based on the
working value of the workshop area occupied. The Applicant agrees that
the Company may retain the Serviced Equipment until full payment of
that rental fee together with any additional charges for work
undertaken in connection with the preparation of the Service Workshop
(d) If any person (other than the Applicant) claims right, title or
interest in Serviced Equipment and tenders full payment of the amounts
owing to the Company in connection with the relevant Services, then
subject to the Company giving the Applicant 48 hours written notice,
the Company may accept that payment and release the Serviced Equipment
to that person and the Applicant waives all liability of the Company in
respect of the release of the Serviced Equipment.
The Company will invoice the Applicant for each Purchase Order (theInvoice), by notice in writing with each Invoice
setting out the Price payable by the Applicant and the quantity of
Goods or Services supplied for that Purchase Order.
Subject to clause 6.3, the Applicant must pay the Price for the Goods
or Services supplied to the Applicant:
(a) in Immediately Available Funds in accordance with clauseError! Reference source not found. (Payment Terms) of the Credit Terms; or
(b) in any other way that the Company directs in writing to the
6.3 Progress Payments
The Company may request that the Applicant make one or more upfront or
progress payments in respect of particular Goods or Services.
7. Goods Credit Return Policy
(a) Subject to this clause
7, credit will be given to the Applicant in relation to Goods returned
by the Applicant within 30 days of Delivery provided that:
(i) the Goods are in "as new" re-saleable condition; and
(ii) a copy of the Company's original Invoice or packing slip
accompanies the Goods being returned.
(b) Goods will not be accepted for credit after 30 days of Delivery.
(c) The following Goods are strictly non-returnable:
(i) Goods that are batteries, ball and roller bearings, cups, cones,
seals, gaskets, opened kits or items made to order (e.g. hoses);
(ii) Goods procured at the request of the Applicant from an overseas
(iii) Goods supplied to the Applicant as used Goods;
(iv) Goods that are an electronic control module (ECM)
or other electronic equipment that has been fitted even if removed
prior to the machine resuming operation; and
(v) Goods with a value of less than $10.00.
(d) The value credited for the return of Goods in accordance with
7(a), if any, will be in the absolute discretion of the Company, and in
any case limited to the original Price of the Goods less the following
(i) a 3.5% handling and restocking charge in relation to Goods held in
stock by the relevant store location of the Company from which the
Goods were initially ordered;
(ii) a 10% handling and restocking charge in relation to Goodsnot held in stock by the relevant store location of
the Company from which the Goods were initially ordered; and
(iii) any procurement costs (including freight costs) incurred by the
Company in connection with the original sale of the Goods.
(e) Any freight costs incurred in the return of the Goods to the
Company are for the account of the Applicant.
(f) All Goods are returned at the Applicant's risk. If required, it is
the Applicant's responsibility to arrange insurance cover for Goods
during return transportation to the Company.
(g) Remanufactured cores must be returned within 90 days for core
credit consideration. Dealer exchange cores not returned within 14 days
are subject to a late return penalty of 2.5% of the new value of the
purchased component. All dealer exchange cores become property of the
8. Applicant indemnity
The Applicant indemnifies the Company against any Loss which the
Company suffers, incurs or is liable for in connection with the
Credit Application and each Purchase Order including, but not
(a) any act or omission of the Applicant; and
(b) any breach of the Credit Application or a Purchase Order by the
9. Goods and Services warranties
9.1 Goods warranties
(a) Manufacturer warranties - Goods are supplied in
accordance with the manufacturer's specific warranty (if any). Copies
of the applicable manufacturer's warranty statements are available on
(b) Other Goods warranty - unless expressly notified
by the Company to the Applicant, the Company gives no warranty to the
Applicant in respect of Goods. The Company may offer a specific
warranty in relation to specific Goods. Copies of applicable warranty
statements are available on request.
(c) Used Goods - used Goods are sold in an 'as is'
condition. No warranty of any kind is implied or given by the Company
in relation to used Goods.
9.2 Services warranties
(a) Services may be supplied subject to the Company's standard warranty
in relation to faulty workmanship. Copies of the applicable warranty
statements are available on request.
(b) Parts supplied by the Company in carrying out Services are supplied
in accordance with the manufacturer's specific warranty (if any).
Copies of the manufacturer's warranty statements are available on
(a) To the extent permitted by law and except as set out in these
(i) all express and implied warranties, guarantees and conditions
however arising are excluded;
(ii) the Applicant releases the Company from, and shall indemnify, keep
indemnified and hold harmless the Company in respect of all claims
arising in connection with the Goods and Services;
(iii) the Applicant acknowledges that it has not relied upon any
representation made by the Company, which has not been stated expressly
in these Sales Terms;
(iv) the Company shall not be liable for any loss of profits or any
consequential, indirect or special loss, damage or injury of any kind
whatsoever arising directly or indirectly from Goods and Services or
any defect; and
(v) any claims for other loss or damage of any kind including, without
limitation, loss from failure of the Goods and Services to operate for
any period of time, economic, moral, direct, immediate, special,
indirect or consequential loss or damage are expressly excluded.
(b) Notwithstanding anything else in these Sales Terms, unless the
Goods are goods of a kind ordinarily acquired for personal, household
or domestic use or consumption, any liability of the Company to the
Applicant arising under statute which may not be excluded, restricted
or modified by agreement is limited to an amount equal to:
(i) the cost of replacing the Goods;
(ii) the cost of obtaining an equivalent product; or
(iii) the cost of having the Goods repaired,
whichever the Company may elect.
(c) Notwithstanding anything else in these Sales Terms, the Company
also limits its liability for a breach of a condition or warranty
in respect of the supply of Services to:
(i) supplying the Services again; or
(ii) the payment of the costs of having the Services supplied again,
whichever the Company may elect.
(d) Nothing in these Sales Terms is intended to exclude, restrict or
modify rights which the Applicant may have under the Australian
Consumer Law or otherwise which may not be excluded, restricted or
modified by agreement.
10. General Representations and warranties
The Applicant acknowledges that the Company is relying on the
representations and warranties made to it in connection with these
The Applicant represents and warrants to the Company that:
(a) if it is a company:
(i) it is duly incorporated and validly existing under the laws of its
place of incorporation; and
(ii) it has the corporate power to own its own assets and to carry on
its business as it is now being conducted;
(b) the Applicant Representatives have authority to bind the Applicant
in respect of any matters stated the Credit Application and each
(c) it has taken all necessary action to authorise the execution,
delivery and performance of the Credit Application and each Purchase
Order, in accordance with its terms;
(d) it has power to enter into and perform its obligations under the
Credit Application and each Purchase Order and to carry out the
transactions contemplated by the Credit Application and each Purchase
(e) its obligations under the Credit Application and each Purchase
Order are valid and binding and are enforceable against it in
accordance with their respective terms subject to any necessary
stamping and registration, the availability of equitable remedies and
laws relating to the enforcement of creditor's rights;
(f) the execution, delivery and performance of the Credit Application
and each Purchase Order and the transactions under them do not:
(i) if applicable, breach its constitution or other constituent
documents or any relevant trust deed or partnership agreement;
(ii) breach any law or decree of any court or official directive which
is binding on it;
(iii) violate any other document or agreement to which it is expressed
to be a party or which is binding on it or any of its assets; or
(iv) cause a limitation on its powers or the powers of its directors or
other officers to be exceeded;
(g) no litigation, arbitration, tax claim, dispute or administrative or
other proceeding (which has not been disclosed to the other party in
writing) has been commenced, is pending or, to its knowledge,
threatened in writing against it which is likely to have an adverse
effect upon it or its ability to perform its financial or other
obligations under the Credit Application and each Purchase Order;
(h) an Insolvency Event has not occurred in relation to it; and
(i) unless expressly stated, it does not enter into the Credit
Application or any Purchase Order as a trustee.
10.3 Representations by Authorised Representatives
(a) The individual(s) whose name(s) appear on the purchase order:
(i) represents that the Applicant is a currently existing legal entity;
(ii) warrants that the matters in clause 10.2 are true and accurate;
(iii) warrants that s/he has the actual authority of the Applicant to
place Purchase Orders pursuant to this Credit Application.
(b) The representative of the Applicant who places Purchase Order
warrants that s/he has the actual authority of the Applicant to place
Purchase Orders pursuant to this Credit Application.
11.1 Obligation of confidentiality
(a) Subject to clause
11.2, the Applicant must keep secret and confidential, and must not
divulge or disclose any of the Company's Confidential Information.
(b) The Applicant must take all reasonable steps to ensure that any
person to whom it discloses Confidential Information under the Credit
Application or a Purchase Order does not make public, or disclose, the
(c) If an Applicant delegates any of its authorities, powers,
duties or discretions under the Credit Application or a Purchase
Order to an entity or person who is not a director, officer or
employee of the Applicant (Delegate), the Company
may request the Applicant to procure the Delegate to enter into a
confidentiality agreement with the Company prior to any of the
Confidential Information being provided to the Delegate.
Clause 11.1 does not apply where the relevant Confidential Information:
(a) is public knowledge (other than as a result of a breach of the
(b) subject to clause 12(h), is required by law to be disclosed,
provided the Applicant has notified the Company of such requirement as
soon as possible after becoming aware of such requirement; or
(c) is disclosed to the Applicant's directors, officers, employees,
financial advisers, analysts and legal representatives for the purpose
of exercising rights under and performing the Credit Application or a
12. Personal Property Securities Law
(a) The Applicant acknowledges that under these Sales Terms the
Applicant grants Security Interests to the Company including a
retention of title in respect of the Goods (in accordance with clause
5.1) and a lien in respect of the Serviced Equipment (in accordance
with clause 5.2).
(b) The Applicant acknowledges that the Credit Application constitutes
a Security Agreement.
(c) The Security Interests arising under these Sales Terms attach to
the Goods or Serviced Equipment (as applicable) when the Applicant
obtains possession of the Goods or Serviced Equipment (as applicable)
and the parties confirm that they have not agreed that any Security
Interest arises under these Sales Terms at any later time.
(d) The Applicant acknowledges that the Company may perfect its
Security Interests by lodging a Financing Statement (as defined in the
PPS Act) on the Personal Property Securities Register established under
the PPS Act.
(e) The Applicant undertakes to do anything reasonably required by the
Company to enable the Company to register its Security Interests, with
the priority the Company requires, and to maintain the registration.
(f) The Applicant must pay the Company all registration and enforcement
costs and expenses which the Company may incur in:
(i) preparing, lodging or registering any Financing Statement or
Financing Change Statement (each as defined in the PPS Act) in relation
to any Security Interests that are granted to the Company under these
(ii) maintaining those registrations; and
(iii) enforcing any Security Interests granted to the Company under
these Sales Terms.
(g) The Company does not need to give the Applicant any notice under
the PPS Act (including a notice of a Verification Statement) unless the
notice is required by the PPS Act and that requirement cannot be
(h) The parties agree that neither party will disclose to an
"interested person" (as defined in section 275(9) of the PPS Act)
or any other person, any information of the kind described in
section 275(1) of the PPS Act. The Applicant will not authorise the
disclosure of any information of the kind described in section
275(1) of the PPS Act.
(i) All of the enforcement provisions of Chapter 4 of the PPS Act apply
to all of the Security Interests created under or referred to in these
except that the following provisions of the PPS Act will not apply:
(i) section 95 (notice of removal of accession), to the extent that it
requires the Company to give a notice to the Applicant;
(ii) subsection 121(4) (enforcement of liquid assets - notice to
(iii) section 125 (obligation to dispose of or retain collateral);
(iv) section 130 (notice of disposal), to the extent that it requires
the Company to give the Applicant a notice;
(v) paragraph 132(3)(d) (contents of statement of account after
(vi) subsection 132(4) (statement of account if no disposal);
(vii) section 135 (notice of retention);
(viii) section 142 (redemption of collateral); and
(ix) section 143 (reinstatement of security agreement).
13. Intellectual Property
The Applicant acknowledges that the Company is and remains the owner of
all Intellectual Property Rights used on or in relation to the Goods
and Services and advertising materials supplied in connection with the
Goods and Services.
(a) It is a Termination Event if:
(i) any amount payable by the Applicant to the Company is not paid when
(ii) the Applicant, or anyone making such a representation on behalf or
purporting to make to make such a representation on behalf of the
Applicant, makes any false representation (whether by act or omission)
in respect of the Credit Application;
(iii) the Applicant breaches or fails to comply with any term of the
(iv) an Insolvency Event occurs with respect to the Applicant or a
guarantor of the Applicant's indebtedness to the Company;
(v) any guarantor of the Applicant's indebtedness to the Company
revokes a guarantee;
(vi) a change in control of the Applicant occurs; or
(vii) the Applicant or any of its representative fails to qualify or
correct any representation that becomes wholly or partly false after
the executing of this Credit Application.
(b) If a Termination Event occurs the Company is entitled (without
prejudice to any other right or remedy) at its option to immediately do
any one or more of the following:
(i) declare all amounts actually or contingently owing by the Applicant
to the Company, whether or not due and payable, to be immediately due
(ii) refuse to supply Goods or Services to the Applicant;
(iii) terminate the Credit Application and refuse to provide credit to
the Applicant; or
(iv) repossess and remove all Goods for which title has not passed to
the Applicant in accordance with clause 5.1(d).
(a) The Company may transfer, assign, novate or sub-contract any of its
rights or obligations under the Credit Application without the prior
written consent of the Applicant.
(b) The Applicant's rights and obligations arising out of or under the
Credit Application are not assignable by the Applicant without the
Company's prior written consent.
15.2 Further Assurances
The Applicant must promptly do all further acts and execute and deliver
all further documents (in form and content reasonably satisfactory to
the Company) required by law or reasonably requested by the Company to
give effect to these Sales Terms or any obligation under them.
(a) Waiver of any right by the Company arising from a breach of these
Sales Terms by the Applicant or on the occurrence of a Termination
Event must be in writing and executed by the Company.
(b) A failure to exercise, a delay in exercising, or a partial exercise
of, a right by the Company created under or arising from a breach of
these Sales Terms or on the occurrence of a Termination Event does not
result in a waiver of that right.
15.4 Relationship between the parties
These Sales Terms are not intended to create a partnership, joint
venture or agency relationship between the parties.
(a) A provision of, or the application of a provision of, these Sales
Terms which is void, illegal or unenforceable in any jurisdiction does
not affect the validity, legality or enforceability of:
(i) that provision in any other jurisdiction; or
(ii) the remaining provisions in that or any other jurisdiction.
(b) Where a clause in these Sales Terms is void, illegal or
unenforceable, it may be severed without affecting the enforceability
of the other provisions in these Sales Terms.
15.6 Variation of Sales Terms
The Company may, in its absolute discretion, vary these Sales Terms
(including the withdrawal of credit) at any time by notice to the
Applicant by any of the following methods:
(a) by written notice to the address listed in section 1 (Details of Applicant) of the Credit Application;
(b) by email notice to the email address listed in section 1 (Details of Applicant) of the Credit Application; or
(c) by uploading the varied Sales Terms onto the public website of the
15.7 Entire agreement
The Credit Application replaces all previous agreements between the
parties concerning its subject matter and contains the entire agreement
between the parties.
15.8 Governing law and jurisdiction
These Sales Terms are governed by and construed in accordance with the
law of Queensland and the parties submit to the non-exclusive
jurisdiction of the courts of Queensland.
16.1 Defined Terms
In these Sales Terms:
means a receiver, receiver and manager, judicial manager, liquidator,
administrator or like official.
Australian Consumer Law
means Schedule 2 to the Competition and Consumer Act 2010
means the person seeking credit as set out in section 1 (Details of Applicant) of the Credit Application.
means a duly authorised representative of the Applicant advised by the
Applicant to the Company in writing.
means Hastings Deering (Australia) Limited ABN 49 054 094 647.
means confidential information, trade secrets, know‑how,
scientific, technical, product, market or pricing information relating
to the Company's business or a Purchase Order.
means the credit application to which these Sales Terms are annexed
including and incorporating these Sales Terms and the Credit Terms.
means the terms and conditions set out in this Annexure 1 (Credit Terms), as amended from time to time.
has the meaning given to that term in clause 11.1(c).
has the meaning given in clause 3.
means the date specified as such in the Purchase Order for the delivery
of Goods or Services.
means the goods, equipment, components, parts, accessories and
materials supplied, or to be supplied, by the Company to the Applicant
as requested by the Applicant from the Company.
means A New Tax System (Goods and Services Tax) Act 1999
Immediately Available Funds
means cash, bank cheque or telegraphic or other electronic means of
transfer of cleared funds into a bank account nominated in advance by
means where the Applicant:
(a) is insolvent, bankrupt or unable to pay its debts as they fall due;
(b) enters into an arrangement with its creditors;
(c) takes or has instituted against it an action or proceedings whether
voluntary or compulsory with the object of, or which may result in, the
winding-up or bankruptcy of the Applicant; or
(d) has a winding-up or bankruptcy order made against it or passes a
resolution for winding-up or bankruptcy.
Intellectual Property Rights
means all intellectual property rights throughout the world, whether
present or future, including rights in relation to copyright, trade
secrets, know how, trademarks (whether registered or unregistered or
whether in word or logo/ device form), brand names, designs, patents
and patentable inventions, semiconductor or circuit layout rights,
including the right to apply for registration of any such rights.
has the meaning given to that term in clause 6.1.
means any damage, loss, liability, cost, charge, expense, penalty,
outgoing or payment and includes legal costs and expenses on a
means the directors, officers, employees, servants, agents,
representatives, invitees of the relevant party or any of its Related
means the Personal Property Securities Act 2009 (Cth).
means an order to purchase Goods or Services pursuant to clause 1.
means the price of the Goods or Services as specified by the Company.
means "proceeds" as defined in section 31 of the PPS Act.
means that portion of the Price, if any, payable in accordance with
Related Bodies Corporate
has the meaning given to that term in theCorporations Act 2001 (Cth).
means the terms and conditions set out in this Annexure 2 (Sales Terms), as amended from time to time.
means a security agreement within the meaning of the PPS Act.
means a security interest within the meaning of the PPS Act.
means the services supplied, or to be supplied, by the Company to the
Applicant as ordered by the Applicant, or the Applicant's
representative, from the Company.
Service Workshop Costing
means an estimate of the Price of a Service provided by the Company to
means goods, equipment, components, parts, accessories and other
materials which are owned, leased or hired by the Applicant and are the
subject of Services provided by the Company.
means the address of the premises to which Goods are to be delivered or
at which Services are to be performed.
has the meaning set out in clause 14.
means a verification statement within the meaning of the PPS Act.
In these Sales Terms:
(a) Headings and bold type are for convenience only and do not
affect the interpretation of t
hese Sales Terms.
(b) The singular includes the plural and the plural includes the
(c) The word 'includes' in any form is not a word of limitation.
(d) Words of any gender include all genders.
(e) Other parts of speech and grammatical forms of a word or phrase
defined in these Sales Terms have a corresponding meaning.
(f) An expression importing a person includes any company,
partnership, joint venture, association, corporation or other body
corporate and any government agency as well as an individual.
(g) A reference to a clause, party, schedule or attachment is a
reference to a clause of, and a party, schedule or attachment to,
these Sales Terms and a reference to these Sales Terms includes any
schedule and attachment.
(h) A reference to any legislation includes all delegated
legislation made under it and amendments, consolidations,
replacements or re‑enactments of any of them.
(i) A reference to a document includes all amendments or supplements
to, or replacements or novations of, that document.
(j) A reference to a party to a document includes that party's
successors and permitted assignees.
(k) A promise on the part of 2 or more persons binds them jointly and
(l) A reference to an agreement other than these Sales Terms includes a
deed and any legally enforceable undertaking, agreement, arrangement or
understanding, whether or not in writing.
(m) A reference to insolvency includes appointment of an
Administrator, compromise, arrangement, merger, amalgamation,
reconstruction, winding‑up, dissolution, deregistration,
assignment for the benefit of creditors, scheme, composition or
arrangement with creditors, insolvency, bankruptcy, or any similar
procedure or, where applicable, changes in the constitution of any
partnership or person, or death.
(n) No provision of these Sales Terms will be construed adversely to a
party because that party was responsible for the preparation of these
Sales Terms or that provision.
(o) A reference to dollars or $ is a reference to the lawful currency
of Commonwealth of Australia unless expressly stated to the contrary.
(p) A reference to a body, other than a party to these Sales Terms
(including an institute, association or authority), whether statutory
(i) which ceases to exist; or
(ii) whose powers or functions are transferred to another body,
is a reference to the body which replaces it or which substantially
succeeds to its powers or functions